【正文】 s which are against the laws or administrative rules and regulations and the State’ s industrial policy. ? (3) Organization and Registered Capital ? 1) Limited liability panies. ? 2) Partnership. ? 3) Registered capital. ? (4) Joint Venture Constitutions ? 1) Board of directors. ? 2) Joint Management Committee. ? 3) Entrust someone to management. ? (5) Distribution ? (6) Dissolution of the Joint Venture 3. China foreign capital enterprises ? (1) Definition ? China foreign capital enterprises mean that foreign panies, enterprises, other economic anizations or individuals establish the enterprises approved by the Chinese government in China in accordance with the Chinese law and administrative regulations, and all the capital of which is subscribed by the foreign investors. ? (2) Creation of Foreign Capital Enterprises ? 1) Prohibitions. ? 2) Procedures of creation. ? (3) Form of Organization and Registered Capital ? 1) Form of anization. ? Generally a foreigncapital enterprise is a limited liability pany, but it can also be other forms which are needed an approval. ? 2) Registered capital. ? (4) Form of Investments and Time Limit for Contributing Investment ? The foreign investors may make their investments with convertible foreign currencies, or with machinery and equipment, with industry property rights and proprietary technology by appraising the values of them. ? The industry property rights and proprietary technology to be contributed as investment by the foreign investor must be owned by the foreign investor, and the value amount of them may not exceed 20% of the registered capital of the foreigncapital enterprise. ? (5) Financial and Labor Management ? (6) Dissolution ? A foreigncapital enterprise shall be terminated, if it is under any of the following circumstances: ? 1) the expiration of its duration。 ? 5) cancelled according to law due to its violation of Chinese laws and regulations or due to its harming the social and public interests。 ? 4) to work out a liquidation plan。 ? 8) to institute and respond to actions on behalf of the enterprise. Exercises ? 1. Please state the advantages and disadvantages of a partnership. ? 2. What are the rights and liabilities of a partner? ? 3. What are the directors’ 。 ? 6) to recover payments payable but not yet paid by shareholders。 ? 2) to take over and liquidate the property the enterprise, and to prepare the statement of assets and liabilities and inventory of the property。 ? 3) if the business cannot be carried on because of heavy losses resulting from force majeure。 ? b. The proposed joint venture would harm the Chinese national security。 ? b. violation of Chinese Law。 以公司 承擔(dān)責(zé)任的信用基礎(chǔ) 為標(biāo)準(zhǔn)的分類(lèi) ： ? 人合公司（企業(yè)）：無(wú)限公司、合伙 ? 資合公司：股份有限公司 ? 人合兼資合公司：有限責(zé)任公司 limited liability pany(有限責(zé)任公司 ), stock limited pany(股份有限公司 ) ? 馬克思說(shuō)：“假設(shè)必須等待積累去使單個(gè)資本增長(zhǎng)到能修鐵路的程度，那恐怕今天世界上還沒(méi)有鐵路，但是集中通過(guò)股份公司，轉(zhuǎn)瞬之間就把這事辦成了” of Corporation ? (1) Creation. A corporation may be created only by permission of a government. ? (2) Legal Status. A corporation is a legal person and a legal entity independent of its owners and managers. ? (3) Powers. A corporation may acquire, hold, and convey property in its own name and it may sue and be sued in its own name. ? (4) Management. Shareholders elect a board of directors to manage the corporation. ? (5) Owner’ s Liability. Shareholders have limited liability. ? (6) Transferability of Owner’ s Interest. Generally shareholders can transfer their shares freely. ? (7) Taxation. A corporation pays ine taxes on its profits, and when the corporation distribute aftertax profits as dividends, the shareholders pay tax on the dividends. ? 5. Creation/establishment of Corporation(公司的設(shè)立 ) ? (1) Incorporation Procedure ? 1) Select a name of the pany. ? 2) Draw up Memorandum of Association/Articles of Incorporation. ? 3) Certificate of incorporation. ? 4) Appoint the directors. ? 5) Complete and lodge the application form. ? (2) Name and Registration Number ? A name is available if it doesn’ t clash with an existing pany name, or is not included in the business names registered or has not been declared by the regulations to be unacceptable. In foreign countries, the pany is normally required a unique pany number. Otherwise the pany will face to the tax penalty. The business number is available for the public searching on the inter. ? (3) Memorandum of Association ? The memorandum of association (also called articles of incorporation or the certificate of incorporation) is the primary document, and generally regulates the pany’ s activities with the outside world. ? The bylaws (also called articles of association in some countries) are the secondary document, such as procedures for board meetings and shareholders’ meeting. ? (4) Tax ? Corporations have a double tax. Both corporate profits and shareholder dividends are taxed, but corporate profits are taxed at a lower rate than the rates for individuals. ? 5. Corporate Financing ? (1) Stocks/Shares ? Shares normally have a nominal or par value, which is the limit of the shareholder’s liability to contribute to the debts of the pany on an insolvent liquidation. Different kinds of shares offer different rights to the shareholders. ? A pany may issue both ordinary shares and preference shares. ? The total number of issued shares in a pany is said to represent its capital. Shares usually confer the holder a number of rights: ? 1) Voting rights. ? 2) Rights to dividends declared by the pany. ? 3) Rights to any return of capital either upon redemption of the share, or upon